Bylaws

ARTICLE ONE
OFFICES

Section 1

The principal offices of the Corporation in the Commonwealth of Virginia shall be located in the City of Richmond, Virginia. The Corporation may have such other offices, either within or without the Commonwealth of Virginia, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

Section 2.

The Corporation shall have and maintain in the Commonwealth of Virginia, a registered office and a registered agent, whose office is identical with such registered office, as required by the Virginia Nonstock Corporation Act. The registered office may be, but need not be identical with the principal office in the Commonwealth of Virginia, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE TWO
MEMBERS

Section 1
The Corporation shall have Members who shall be entitled to join the Corporation under terms and conditions established by the Directors. The affairs of the Coalition shall be conducted and managed by the Directors. From time to time and under such conditions as the Board deems appropriate, the Board may appoint to an Advisory Council persons who have demonstrated their commitment to the Corporation. Members of the Advisory Council shall not vote on Corporation matters, but shall have such duties and powers as are set by the Board.

Section 2
The amount of the annual Membership Dues shall be determined by the Board from time to time and shall be payable in advance for such periods as the Board shall determine. The fiscal year of the Corporation will begin July 1 and conclude June 30 of the following year.

Section 3
An annual meeting of the Members shall be held at any tme and place as the Directors shall designate.

ARTICLE THREE
BOARD OF DIRECTORS

Section 1.
The affairs of this Corporation shall be conducted and managed by a Board of Directors.

Section 2.
The Board of Directors shall consist of no more than 27 voting members

Section 3.
The membership of the Coalition shall consist of the Virginia Press Association, the Virginia Association of Broadcasters and such others as the directors shall designate. All directors shall serve for a term of three years, or until their successors are elected, No more than five directors shall be elected by the Virginia Press Association and no more than five by the Virginia Association of Broadcasters. The Board of Directors shall also include up to 15 at-large or public directors, representing educators, librarians, media lawyers and others. At-large directors will be elected at the annual membership meeting, and their terms shall commence on January 1 after their election. In the event of an at-large vacancy, the board of directors may appoint an acting at-large director to serve until the next annual membership meeting. At the annual meeting members shall elect an at-large director to fill the remaining portion of the term. Executive directors of the two associations, or their designees, will serve as ex officio voting members of the Board of Directors.

Section 4.
Any member of the Board of Directors may resign by delivering a written resignation to the Secretary of this Corporation, and any member of the Board may be removed when, in the opinion of the Board such removal is justified, by the affirmation vote of two-thirds of the entire Board of Directors at any meeting, provided, that such member shall have first been served with written notice of the alleged justification for such action and shall have been given an opportunity to be heard at the meeting at which such vote is taken.

Section 5.
Members of the Board of Directors shall receive no compensation for services rendered as such.

Section 6.
An Executive Committee of the Board of Directors will consist of the President, the Vice President, the Secretary, the Treasurer and the Immediate Past President and the executive directors of the two associations or their designees. The Executive Committee shall exercise such powers as the Board of Directors may delegate to it, and the Board may modify the scope of such powers at any time.

Section 7.
The President is empowered to call meetings of the Executive Committee. A meeting of the Committee may also be called by any two other members of the Committee for the purpose of exercising the Committee’s proper authority.

Section 8.
The Board of Directors may authorize the employment of such salaried staff as it deems necessary and proper. The Board shall set the conditions and salaries of such employees or it may delegate such authority to any officers or employee of the Foundation.

Section 9.
The Board of Directors, by resolution adopted by a majority of the Directors, may designate and appoint one or more committees, each of which shall consist of two or more directors. Each committee shall act under the direction of the Board of Directors.

ARTICLE FOUR
MEETINGS OF THE DIRECTORS

Section 1.
Regular meetings of the Board of Directors shall be held at such places and times as may be fixed by a resolution of the Board. Special meetings shall be held whenever called by the president or by one-third of the Board in writing. The Board shall keep minutes of its meetings and a full account of its transactions.

Section 2.
Notice in writing of the place, date and hour of every regular and special meeting of the Board shall be given not later than three days before the date set for the meeting. No notice need be given to any member who waives such notice in writing either before or after the meeting.

Section 3.
A majority of the members of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at every meeting of the Board, but if at any meeting there be less than a quorum present, a majority of those present may without notice adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted at the meeting as originally notified.

Section 4.
Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board, may be taken without a meeting by a consent in writing, setting forth the action so taken, signed by all members of the Board.

Section 5.
Members of the Board of Directors or of any committee designated thereby may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other and participation by such means shall constitute presence in person at such meeting.

ARTICLE FIVE
OFFICERS

Section 1.
The officers of the Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer. The Board of Directors shall define the duties of such officers. No two offices may be held by the same person. The officers shall be elected by a majority vote of the Board of Directors. Terms of officers shall commence on January 1 after their election, and officers shall serve for two-year terms or until their successors are elected. Officers serving on the date of adoption of this Bylaw amendment shall have their terms extended from July 1, 2004, through December 31, 2004.

Section 2.
In the event of the resignation, removal or incapacitation of the President, the Vice President shall succeed to the office of President for the duration of the existing term. In the event both of the offices of President and Vice President become vacant or the office holders become incapacitated at the same time, the Board of Directors shall fill both offices by a majority vote.

ARTICLE SIX
AMENDMENTS

Section 1.
The Board of Directors may propose any amendment or repeal any provision contained in these Bylaws or the addition of new provisions, at any meeting of the Board at which notice of the substance of the proposed amendment shall have been given with the notice of the meeting. Such amendment, repeal, or addition shall become effective upon approval thereof by action of a two-thirds majority vote of the Board of Directors at any meeting of such Board at which notice of the provisions of such proposal shall have been given not less than ten (10) or more than forty-five (45) days in advance, except that there should be no provision herein which would be contrary to the purpose of this corporation as set forth in Article Two of the Articles of Incorporation.

ARTICLE SEVEN
MISCELLANEOUS

Section 1.
The fiscal year of this corporation shall begin on the first day of July in each year.

Section 2
All checks and notes of this corporation shall be signed by such officers, employee or employees as the Board of Directors shall from time to time designate. No checks shall be signed in blank.